Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934

August 15, 2013

Date of Report (Date of earliest event
reported)

L
& L Energy, Inc.

(Exact name of registrant as specified in its
charter)

Nevada

001-34633

91-2103949

(State
or other jurisdiction of

(Commission File Number)

(IRS
Employer Identification No.)

incorporation)

130 Andover Park East, Suite 200, Seattle WA
98188

(Address of principal executive offices) (Zip
Code)

(206) 264-8065

Registrant’s Telephone Number, Including Area
Code

(Former name or former address, if changed since last
report.)

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):

On August 14, 2013, the Superior Court of the State of
California for the County of Los Angeles Central District (the “Court”), entered
an order (the “Order”) approving, among other things, the fairness of the terms
and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act
of 1933, as amended (the “Securities Act”), in accordance with a stipulation for
settlement of claims (the “Settlement Agreement”) between L & L Energy,
Inc., a Nevada corporation (the “Company”), and Ironridge Gobal IV, Ltd.,
a British Virgin Islands corporation (“Ironridge”), in the matter entitled
Ironridge Global IV, Ltd. v. L & L Energy,
Inc. (the “Action”). Ironridge commenced the Action against
the Company on July 2, 2013 to recover $4,983,075 of past-due debts of the
Company, which Ironridge had purchased from the creditors of the Company (the
“Claim”). The Order provides for the full and final settlement of the Claim and
the Action.

Pursuant to the terms of the Settlement Agreement
approved by the Order, on August 14, 2013, the Company agreed to issue, in one
or more tranches as necessary, that number of shares equal to (a) 105% of
the U.S. dollar value of RMB 25 million on the Issuance Date (as defined
hereinafter) plus US$907,500, divided by (b) 88% of the closing price of the
Company’s common stock on the trading date immediately preceding the date of
entry of the Order, not to exceed the arithmetic average of the individual
volume weighted average prices (“VWAPs”) of any five consecutive trading
days during the Calculation Period (as defined hereinafter), less $0.05 per
share (the “Final Amount”).

In exchange for the full and final settlement of the
Claim, the Company was required to issue and deliver to Ironridge 2,588,888
shares of the Company’s common stock (the “Initial Issuance”, the trading day
after which being the “Issuance Date”). Additionally, from the date of the
stipulation until that number of consecutive trading days following the Issuance
Date required for the aggregate trading volume of the Company’s common stock to
exceed $80 million, including after hour trades (the “Calculation Period”), if
any individual VWAP of the Company’s common stock declines below the closing
price on the trading date preceding the Order, for each $0.10 or portion
thereof, the Company will issue to Ironridge additional shares of common stock
equal to 5% of the aggregate number of shares required to be issued to Ironridge
prior to such issuance (each, an “Additional Issuance”). The Company may
terminate its obligation to make future Additional Issuances by paying to
Ironridge the Claim amount in cash. At the end of the Calculation Period, if the
sum of the Initial Issuance and any Additional Issuances does not equal the
Final Amount, adjustments shall be made to the shares of common stock issued
pursuant to the Settlement Agreement and either additional shares shall be
issued to Ironridge or Ironridge shall return shares to the Company for
cancellation.

The Settlement Agreement provides that in no event shall
the number of shares of the Company’s common stock issued to Ironridge, when
aggregated with all other shares of the Company’s common stock then beneficially
owned or controlled by Ironridge and its affiliates exceed 9.99% of the total
number of shares of common stock outstanding after such issuance or exceed
19.99% of the total shares of common stock outstanding before the issuance,
unless approved by the shareholders of the Company or the Stock Exchange where
the Company’s common stock is listed.

Furthermore, the Settlement Agreement provides that, for
so long as Ironridge or any of its affiliates hold any shares of the Company’s
common stock, Ironridge and its affiliates are prohibited from, among other
actions, voting any shares of the Company’s common stock owned or controlled by
Ironridge or its affiliates, or soliciting any proxies or seeking to advise or
influence any person with respect to any voting securities of the Company, or
engage or participate in any actions, plans or proposals that relate to or would
result in: (1) Ironridge or its affiliates acquiring additional securities of
the Company, which would result in Ironridge and its affiliates collectively
beneficially owning or controlling more than 9.99% of the total outstanding
shares of the Company’s common stock at any one time,(2) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving Company or any of its subsidiaries, (3) a sale or transfer of a
material amount of assets of Company or any of its subsidiaries, (4) any change
in the present board or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board, (5) any material change in the present capitalization or
dividend policy of Company, (6) any other material change in Company’s business
or corporate structure, (7) a change in Company’s charter, bylaws or instruments
corresponding thereto (8) causing a class of securities of the Company to be delisted from a
national securities exchange, (9) causing a class of equity securities of
Company to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, (10) taking any
action, intention, plan or arrangement similar to any of those enumerated
above.

The issuance of the Company’s common stock to Ironridge
pursuant to the terms of the Settlement Agreement approved by the Order is
exempt from the registration requirements of the Securities Act of 1933, as
amended, pursuant to Section 3(a)(10) thereof, as an issuance of securities in
exchange for bona fide outstanding claims, where the terms and conditions of
such issuance are approved by a court after a hearing upon the fairness of such
terms and conditions at which all persons to whom it is proposed to issue
securities in such exchange shall have the right to appear.

The foregoing information is a summary of the Settlement
Agreement and Order, is not complete, and is qualified in its entirety by
reference to the full text of the Settlement Agreement and Order, each of which
is attached as an exhibit to this Current Report on Form 8-K. Readers
should review each for a complete understanding of the terms and conditions
associated with this transaction.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.